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Integrated Electrical Services, Inc.
IESC (“IES”) and MISCOR Group,
Ltd., today announced that IES Subsidiary Holdings,
Inc., a wholly owned subsidiary of IES, has entered into a definitive merger
agreement to acquire all of the outstanding common stock of MISCOR for an
aggregate transaction value of approximately $24 million. For MISCOR
shareholders, the per share consideration will be based upon MISCOR's average
daily debt balance over the 30-day period ending fifteen business days prior
to the closing of the transaction. As of March 11, 2013, MISCOR's unaudited
average daily debt balance over the prior 30-day period was approximately $7.2
million. MISCOR anticipates that its debt balance at closing of the
transaction will be between $6.5 and $5.5 million, which would yield
consideration of between $1.48 and $1.57 per share, a 26 to 34 percent premium
to MISCOR's 60-day trading average. The price-per-share adjustment will be
communicated to shareholders prior to the closing of the election period and
is more fully described in the definitive merger agreement.
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